Enforcement of a settlement agreement; A settlement agreement as a contract; Kloian v. Domino's Pizza LLC; Whether a settlement agreement existed; "Offer"; Eerdmans v. Maki; "Meeting of the minds"; Sanchez v. Eagle Alloy Inc.; Calhoun Cnty. v. Blue Cross Blue Shield MI; MCR 2.507(G); Applicability of MCL 566.132(2); Huntington Nat'l Bank v. Daniel J. Aronoff Living Trust

Holding that the defendants accepted plaintiff-BNY's counteroffer to settle the case at $265,000, and that a settlement agreement existed, the court affirmed the trial court's order enforcing the agreement. BNY filed a complaint for judicial foreclosure of defendants' real property. At the time of the mortgage default, defendants owed a principal balance of $274,686.33. After they offered to pay BNY $260,000 to settle the case, the parties exchanged e-mails in which BNY's attorney stated that the offer was "still too low" and "asked defendants' lawyer if his client would be 'willing to increase the offer by $5 K?' - i.e., to $265,000. BNY's counsel added: 'Please advise me of your client's decision.' The only possible interpretation of these statements is that BNY presented a counteroffer for settlement of a sum certain ($265,000) and explicitly asked for a 'decision' from defendants as to that counteroffer. In response to BNY's e-mail, defense counsel replied: 'yes.'" BNY "manifested its 'willingness to enter into a bargain, so made as to justify [defendants] in understanding that [their] assent to that bargain is invited and will conclude it.'" The court concluded that "BNY's claims that it did not assent to the agreement are without merit - it instigated the agreement by making the $265,000 counteroffer, which was unequivocally accepted." Further, its conduct after the e-mail exchange "belies its argument that a settlement agreement did not exist. At trial, defendants' lawyer noted that defendants complied with BNY's request to have the property appraised and show proof of funds for the settlement. If an agreement did not exist, BNY would not have asked defendants to engage in either of these activities. And, tellingly, BNY did not deny that the parties engaged in these activities, which demonstrate that a settlement had been reached." As to the writing requirements of MCR 2.507(G), the court held that BNY's attorney's e-mail rejecting defendants' offer to settle at $260,000 and suggesting $265,000 as a counteroffer, "constituted 'evidence' of the settlement agreement under MCR 2.507(G)." BNY's attorney's e-mail was "also electronically signed at the bottom by the attorney, and thus satisfies MCR 2.507(G)'s mandate that the 'writing' evidencing the agreement be 'subscribed' to by BNY or its attorney." Finally, the court found that pursuant to the plain language of the statute, MCL 566.132(2) did not apply, and even if it did, "the types of promises the statute lists as unenforceable absent a writing do not encompass the type of promise defendants seek to enforce."